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MPSC Case No. U-13746 FRANCE TELECOM CORPORATE

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MPSC Case No. U-13746 FRANCE TELECOM CORPORATE MPSC Case No. U-13746 FRANCE TELECOM CORPORATE SOLUTIONS L.L.C. DIRECT TESTIMONY OF JEAN-SEBASTIEN FALISSE EXHIBIT 3 (A-) FINANCIAL STATEMENTS OF FRANCE ThLlkOM S.A. AND BANK STATEMENT OF FRANCE TELECOM CORPORATE SOLUTIONS L.L.C. France Telecom Corporate Solutions L.L.C. Demonstration of Financial Capability As a newly-formed company, Applicant does not have any audited financial statements. Applicant is majority owned and controlled by France T&corn S.A. (“France Telecom”), one of the largest communications companies in the world. Applicant’s financial information will be fully consolidated in the financial statements of its parent company.’ A copy of France Telecom’s consolidated audited financial statements for the last three years is attached. France Telecom is a leading integrated communications company which is publicly- traded on both the Paris Stock Exchange and the New York Stock Exchange. As indicated in its audited 2001 financial statements, France Telecom’s consolidated revenue for the year was S43.026 billon, EBITDA was E12.32 billion, and operating income was S5.2 billion.2 The attached financial documents demonstrate that France Telecom Corporate Solutions L.L.C. clearly possesses the requisite tinancial capability to provide intrastate telecommunications services in this State. ’ See Consolidated Financial Statements - France Telecom, 2001, 2000 and 1999 at p. 7 (“companies which are wholly owned or which France Telecom controls, either directly or indirectly, are fully consolidated”). 2 Id. at p. 3. As of September 12, 2002, the exchange rate between the euro and the U.S. dollar was approximately cl to US$O.98. WASHlNGTON25714lvl FRANCE TELECOM CONSOLIDATED STATEMENTS OF INCOME (in milllonr Of fANo*. BXcBPl p*r mare data) FRANCE TELECOM CONSOLlDATED BALANCE SHEETS (i” rnilliO”S Of euras, Note June JO. Dsc*mberJf, 2002 2001 FRANCE TELECOM CONSOLIDATED OF CASH FLOW ,i” millionr OfWro6) FRANCE TELECOM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS,EQLllTk’ (3” milliona 0, e”rol ercwt per share data) FRANCE TELECOM CONSOLIDATED FINANCIAL STATEMENTS Years ended December 31,2001,2000 and 1999 Avertissement Cette traduction anglaise des comptes consolid& rt+digPs en langue fraqaise a Jt& pr~parPe pour le confort des lecteurs anglophones. Malgr& tout le soin apportb ci cette waduction, certaines erreurs, omissions ou approximations peuvent y subsister. France T&Gcom. ses rep&entants et ses salari& n ‘en assumeront oucune responsabilit6. Disclaimer This English language translation of the consolidated financial statements prepared in French has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain errors, omissions or approximations may subsist. France T&corn, its representatives and employees decline all responsability in this regard. Consolidated statements of income for the years ended December 3 1.2001.2000 and 1999 3 Consolidated balance sheets at December 3 I ZOOl,2000 and 1999 4 Consolidated statements of changes in shareholders’ equity for the years ended December 31. 5 2001,200O and 1999 Consolidated statements ofcash flows for the years ended December 31,2001,2000 and 1999 6 Notes to the consolidated financial statements note 1 _ Description ofbusiness 7 note 2 - Summary of significant accounting policies 7 note 3 _ Main acquisitions and divestitures of companies 14 note 4 - Goodwill in consolidated investments 19 note 5 - Other intangible assets 20 note 6 - Plant, property and equipment 21 note 7 - Investments accounted for using the equity method 22 note S Other investment securities and related receivables 25 note 9 - Trade accounts receivable, less allowances 28 note IO - Prepaid expenses and other current assets 28 note I I _ Deferred income 29 “OIC 12 - Net borrowings 29 note 13 - Convertible and exchangeable notes 30 note I4 - Other long-term borrowings 31 note IS - Other short-term borrowings 33 note 16 - Exposure to market risks 34 note 17 - Fair value of financial instruments 37 note I8 - Pension plans and other long-term liabilities 38 note 19 - Other current liabilities 40 note 20 - Minority interests 40 note 2 I - Shareholders’ equity 40 note 22 - Segment information 42 note 23 - Personnel costs 43 note 24 - Special items, net 44 note 25 _ Other non-operating income (expense), net 44 note 26 - Income taxes 45 note 21- Related party transactions 47 note 28 - Commitments and contingencies A8 note 29 - Litigation and claims 52 note 30 - Subsequent events 53 note 31 - Compensation of the Board of directors and the Executive Management Committee 53 note 32 . List of consolidated companies and affiliates at December 3 I, 2001 54 FRANCE TELECOM CONSOLIDATED STATEMENTS OF INCOME (in millionS Of cum*. exc8pt per Share era, FRANCE TELECOM CONSOLIDATED BALANCE SHEETS (in millions ofeums) FRANCE TELECOM CONSOLIDATED STATEMENTS OF CHANGES INSHAREHOLDERS’ EQUITY (in miuonr Of ewm except pershare ma, FRANCE TELECOM CONSOLIDATED STATEMENTS OF CASH FLOW (in rnilliO”B Of ems, Year ended December 31 2001 2000 1999 FRANCE TELECOM NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 3L.2001 1. DESCRIPTION OF BUSINESS subsidiaries and investment securities including dilurion results and the change in provisions against investmem France T&corn group (aFrance Telecomn) with notably its securities and marketable securities. dividends received. and publicly listed subsidiaries Orange, Wanadoo and Equant, is one movemems in restructuring provisions. This heading also’ of the leading telecommunicadons operators in the world and is includes results cm disposals where their relative size the principal tele~~mmunicadons operator in France. France exceeds ordinary activity (real estate, commercial T&CO” pravides consumers, businesses and other receivables...). telecommunication carrim with a wide range of services . including fixed line and mobile telecommunications, data The goodwill amortization charge relates to the goodwill of transmission. Internet and multimedia, broadcasting and ather fully and proponionally consolidated companies as well as value added services. investments accounted for under the equity method. The balance sheet classifies assets and liabilities based on 2. SUMMARY OF SIGNIFICANT ACCOUNTING liquidity or maturity dates, and presents shoeterm balances POLICIES (due within one year) separately from long-term balances. The consolidated fmancial slalements of France Telecom are . The statement of cash flows excludes from changes in cash prepared in accordance with French generally accepted those changes in hank overdrafts and marketable securities accountmy principles under rule 99-02 of the Conlit@ de IO having maturities in excess of three months at the time of ,Q~~ln,,,,e,,,~,~on Com,mblc (CRC). purchase, which are presented as financing and investing activmcs. France T&corn has reviewed provisions recorded at December 31. 2001 and does nat anticipate any significant impact with Moteover, in order to ensure comparability of the 2001 financial respect 10 the first application on January I, 2002 of rule CRC statements with those of prior years, specific headings have been 00.06 on liabilities. introduced on the face of the balance sheet and s~atemeni of income at December 31, 2001 in order 10 reflect directly (i) the receivable from the sale of real estate (Note 6) and (ii) the exceptional goodwill amortization. The consolidated balance sheet. statement of income and statement ofcash Paws are prepared in Euros. EBITDA represents operating income before special items, net and before depreciation and amortizxion. The main consolidation principles are as follows: . Operaring income before special items, net is presented Companies which are wholly owned or which Francs separately. T&cam controls, either directly or indirectly, are fully consolidated; l Operating income represents the difference between . operating revenues and charges. It includes specific non- Companies in which France T&corn and a limited number recurring items. recorded under the heading eSpecial items, of other shareholders exercise joint commI are accounted nctn within Operadng Income. for using the proponionare consolidation method; . The costs resulting both from the discounring of the French Companies over which France T&corn exercises early re!irement plan and from tbq French legal regime of significant influence hut does not control (generally a 20% employee profit &a& a& &semed BS a separate line item to 50% controlling interest), are accounred for under the in the consolidated statement of income after Operating equity method; Income. Material inter-company balances and tmnsacdons are . The <<Other non-operating income/(expense), net>> relates eliminated. mainly to gains and losses on the disposal of consolidated 7 FRANCE TELECOM NOTES TO THE COh‘SOLIDATED FINANCIAL STATEMEKTS December 3LZOOl Tronslorion ofjiinonciul skzmm~s offoreign subsidiaries At yearrend, foreign currency denominated monetary balances. except far those hedged by currency swap contracts, are The financial statements of foreign subsidiaries in a “on Euro translated at closing exchange rates. functional currency, except for those in countries with hyper- inbtianary economies, are translated int” Euros as follows: Unrealized gains and losses on foreign currency denominated . assets and liabililies are translated at the year-end rate; balances, except for those hedged by currency swap aSreem.?nts and for those arising on liabilities effectively hedged by asset-s in . items
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